EXHIBIT 10.1
SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT
This Second Amendment to the Asset Purchase Agreement is made as of April
15, 1999, by and among Signal Apparel Company, Inc., an Indiana corporation
("Signal"), Tahiti Apparel, Inc., a New Jersey corporation ("Tahiti"), Xxx
Xxx-Xxxx and Xxxxxxx Xxxxxx (Xxx-Xxxx and Xxxxxx referred to as the
"Stockholders"),
WITNESSETH
WHEREAS, Signal, Tahiti and the Stockholders entered into that certain
Asset Purchase Agreement dated December 18, 1999 (the "Asset Purchase
Agreement"), whereby Signal agreed to purchase substantially all of the assets,
and assumed certain of the liabilities, of Tahiti;
WHEREAS, the Asset Purchase Agreement was amended by Amendment to the Asset
Purchase Agreement dated March 16, 1999 (the "First Amendment");
WHEREAS, the parties closed the transaction contemplated by the Asset
Purchase Agreement on March 22, 1999;
WHEREAS, the parties desire to amend the Asset Purchase Agreement to
reflect a change in the price at which at which the Stockholders would have the
option of repurchasing the assets of the Business pursuant to Section 13.16 of
the Asset Purchase Agreement.
NOW, THEREFORE it is hereby agreed that:
1. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Asset Purchase Agreement and in the
First Amendment.
2. The second sentence of Section 13.16 of the Asset Purchase Agreement,
which begins "Upon the occurrence of a Financing Default . . ." is hereby
deleted in its entirety and replaced with the following: "Upon the occurrence of
a Financing Default, the Stockholders shall have the option (the "Option") to
jointly repurchase the assets of the Business as they then exist for an amount
equal to the Purchase Price payable in shares of the Buyer Common Stock valued
at $1.18750, plus the assumption of the liabilities of the Business incurred in
the ordinary course of business."
3. In the event of any conflict between this Second Amendment and the
provisions of the Asset Purchase Agreement or the First Amendment, the
provisions of this Second Amendment shall be deemed to control.
IN WITNESS WHEREOF, the undersigned have executed this Second Amendment as
of the date first set forth above.
SIGNAL APPAREL COMPANY, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: CFO
TAHITI APPAREL, INC.
By: /s/ Xxx Xxx-Xxxx
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Name: Xxx Xxx-Xxxx
Title: President
/s/ Xxx Xxx-Xxxx
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Xxx Xxx-Xxxx
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
